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                                   Exhibit 14

                          CNB FINANCIAL SERVICES, INC.
                                       AND
                                 CNB BANK, INC.

                      ETHICAL STANDARDS AND CODE OF ETHICS

     CNB Financial Services, Inc.'s and CNB Bank, Inc's. (collectively, "CNB")
reputation for integrity is one of its most valuable assets and is determined by
the conduct of its directors, officers and employees. Each must manage his/her
affairs to avoid situations that might lead to a conflict between his/her
self-interest and his/her duty to CNB, its customers and shareholders. These
Ethical Standards and Code of Ethics are written in the name of CNB, and the
guidelines set forth apply solely to CNB Financial Services, Inc, CNB Bank, Inc.
and branches now owned or hereafter acquired. As used herein, the term
"employee" applies to all inside directors, officers (including CNB's
President/Chief Executive Officer, EVP/Chief Operations Officer and Senior
VP/Chief Financial Officer and employees and agents. Its purpose is to promote
honest and ethical conduct and compliance with all applicable laws, rules and
regulations. The Senior Officers are also covered by a separate Code of Ethics.

     The following paragraphs provide guidance for the exercise of personal
judgment and the avoidance of conflicts of interest or the appearance of such
conflicts. From time-to-time, everyone will be confronted with situations not
clearly covered by this code. When these situations arise, discussion with the
President/CEO and/or Executive Vice President/COO is appropriate, but in the
end, common sense and good judgment will provide the best guidance.

1.   Confidential Information:

     a.   Confidential information with respect to CNB, its customers and
          suppliers, acquired by an employee through his/her employment is
          considered to be privileged and must be held in the strictest
          confidence. It is to be used solely for Bank purposes and not as a
          basis for personal gain by the employee. In no case shall such
          information be transmitted to persons outside of CNB, including family
          of employees, or even to other employees of CNB who do not need to
          know such information to discharge their duties as employees. The
          restrictions in this paragraph shall also apply to the reports and
          statements prepared for use in CNB's business and not generally
          released.

     b.   Financial information regarding CNB and its customers is not to be
          released to any person unless it has been published in reports to the
          shareholders or otherwise made generally available to the public. Any
          questions regarding disclosure of confidential information should be
          reviewed prior to disclosure with a department supervisor and/or the
          President or the Executive Vice President COO in accordance with
          established existing procedures.

2.   Insider Information:

     Insider information is nonpublic material information. The test or
     materiality is that the information is sufficiently important that it could
     be expected to affect the judgment of investors whether to buy, sell, or
     hold stock and, if generally known, would affect materially the market
     price of stock. Insider information should not be disclosed without prior
     consultation with the President/CEO. An employee for his/her own gain must
     not use insider information. Attention is also called to the fact that the
     use or transmittal of insider information could subject the employee and/or
     CNB to liability under federal securities laws.

3.   Personal Investments and Loans:

     a.   Employees shall disclose to their supervisor whenever they or their
          immediate families have an ownership or beneficial direct or indirect
          interest in, or are borrowing from, customers, related companies or
          suppliers of CNB.

     b.   Employees are welcome and encouraged to invest in CNB stock or other
          types of investments. However, no employee shall engage in such
          transactions, or enable others to do so; as a result of material
          insider information obtained either through employment with CNB or
          from any other source.

     c.   Employees should not engage in unwarranted speculation.


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     d.   Employees will not accept offers, which come to them because of their
          position or make investments at terms more favorable than those
          generally available.

     e.   Employees will not deprive CNB of a business opportunity for personal
          gain.

4.   Borrowing From or Lending to Suppliers or Customers:

     a.   Employees are not to borrow from customers, brokers, or suppliers of
          CNB, other than recognized lending institutions or members of the
          employee's immediate family. The term "borrow" does not include a
          purchase from a customer or supplier resulting in an extension of
          credit in a normal course of business, such as a department store.

     b.   Under no circumstances shall an employee cosign, endorse, assume
          responsibility for, assume power of attorney for, or lend his/her
          personal funds to a customer or supplier of CNB, except where such
          customer or supplier is a member of the employee's immediate family.

5.   Gifts and Fees:

     a.   Employees shall not accept any gifts, entertainment or other
          questionable fees from customers, prospective customers or suppliers.

     b.   Employees shall not accept any fee or other form of remuneration,
          which violates the law and, in any event, shall not accept any fee or
          other form of remuneration from CNB customers, prospective customers
          or suppliers without the prior approval of the President/CEO and/or
          EVP/COO. It is important to remember that Federal law makes it a crime
          for a CNB employee to receive anything of value from anyone or give
          anything of value to anyone in return for any business, service, or
          confidential information of the Bank and from accepting or giving
          anything of value from anyone in connection with the business of the
          Bank, either before or after a transaction is discussed or
          consummated. (Reference: Bank Bribery - 18 USC 215)

     c.   Employees, as a result of their position with CNB, shall not directly
          or indirectly accept any bequest or legacy from a CNB customer, except
          where such customer is a relative. If an employee learns of such a
          legacy as a result of a customer's probated will, he/she shall report
          all pertinent facts to CNB President/CEO and/or EVP/COO, who in turn,
          shall decide on the appropriateness of the acceptance of such a legacy
          or bequest.

6.   Dealing with Suppliers to CNB:

     CNB employees will select suppliers in a completely impartial manner on the
     basis of price, quality, performance and suitability of the product or
     service. Each employee is expected to avoid doing anything which could
     imply selection of a supplier on any basis other than the best interests of
     CNB or which could give any supplier an improper advantage over another.

7.   Loans to Relatives:

     Employees are prohibited from approving extensions of credit to relatives
     or persons or businesses with which they are in any way affiliated.

8.   Purchase of CNB Assets:

     In order that CNB employees avoid a conflict of interest or the appearance
     of a conflict of interest, no employee or family member should purchase
     assets of CNB or of a trust or estate administered by CNB except at public
     sale, or for reasonable value if approved by the President/CEO and EVP/COO
     and a legal counsel.

9.   Personal Use of CNB Premises and Equipment:


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     a.   The use of CNB's bank equipment and premises for personal purposes by
          employees is restricted, and the supervisor of the department in which
          the equipment is located must authorize any usage.

     b.   An appropriate fee or price may be charged for the personal use of any
          CNB equipment. The supervisor in charge of the department will
          determine this fee or price.

10.  Access to Personal and Customer Accounts:

     Unauthorized and improper access to personal accounts and those of CNB
     Bank, Inc.'s customers shall not be permitted.

11.  Giving Advice to Customers:

     No employee shall give legal, accounting, or investment advice of any
     material nature to a customer, or a prospective customer, except as may be
     necessary or appropriate in the performance of a fiduciary duty or as may
     be otherwise required in the ordinary course of his/her duties. Questions
     of this nature should be referred to independent, outside accountants and
     lawyers. When referrals to professionals are made, several names should be
     provided without any indication of favoritism.

12.  Fiduciary Appointments:

     Except with respect to the estate of or a trust created by a member of an
     employee's family, an employee should not seek or accept appointment as
     executor, trustee, trust advisor, or guardian except with the written
     approval of President/CEO and/or EVP/COO and/or Banks Legal Counsel.

13.  Outside Activities:

     a.   Employees should not engage in a business activity or any employment
          in addition to their duties to CNB and its shareholders. Employees
          shall discuss with President/CEO and/or EVP/COO all proposed outside
          employment and directorship of institutions, which are not purely
          social, civic, religious, fraternal or philanthropic. Outside
          employment may be considered only in cases of extreme financial
          hardship.

     b.   Under no circumstances should any employee of CNB accept any position
          for compensation or without compensation, either within or outside
          CNB, which will result in or, in the foreseeable future, is likely to
          result in a conflict of interest with his/her position at CNB. If
          there is any possibility of present or future conflict of interest, an
          employee is obligated to inform President/CEO and/or EVP/COO through
          his/her manager of the facts and circumstances of the situation and
          obtain the approval of the Senior Officers before accepting the
          position.

     c.   Entering into any sort of joint business venture with a customer or
          supplier of CNB should be avoided under all circumstances. For the
          employee's own protection, any exception must always be reviewed in
          advance with a President/CEO and/or EVP/COO of CNB.

14.  Political Activities:

     a.   CNB employees are encouraged to keep themselves well informed about
          political issues and candidates and take an active interest in
          governmental affairs. Whenever they do so, they act as individuals and
          not as representatives of CNB. Any campaigning that is done shall not
          diminish the employee's commitment to perform his/her job.

     b.   In order to avoid any conflicts of interest, employees should discuss
          any contemplated political candidacy with the President/CEO and/or
          EVP/COO.

     c.   To avoid any interpretation, of CNB sponsorship or endorsement,
          neither CNB's name nor its address should be used in any material
          mailed for fund solicitation nor should CNB be identified in any
          advertisement or literature except in relation to a statement
          regarding place of employment.

     d.   CNB time, supplies, equipment and resources are not available to
          support political activities of employees in either a direct or
          indirect manner.


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     e.   CNB Bank, Inc. shall charge the usual rate then in effect for any
          banking services furnished within the ordinary course of business.

15.  Improper Payments:

     a.   Employees are expected to comply with the laws and regulations of the
          United States and other countries in which they may be operating. The
          use of corporate funds for any purpose which contravenes the laws and
          regulations of the United States and such other countries is strictly
          prohibited.

     b.   CNB and its employees will not directly or indirectly pay bribes or
          otherwise attempt to improperly influence any governmental, political,
          labor, or related persons or group in any city, county, state or
          country.

16.  Convictions:

     CNB will not employ or retain employees who have been convicted of any act
     of dishonesty or breach of trust.

17.  Personal Conduct:

     Employees, during or after work hours, should avoid involvement in any
     situations, incidents, or dealings where such involvement by an employee
     would be detrimental to the integrity and/or image of CNB.

18.  Failure to Comply:

     Any violation of CNB Ethical Standards and Code of Ethics is a most serious
     matter and will be grounds for formal disciplinary action, which includes
     termination of employment. Such action is in addition to any individual
     criminal liability, which might be imposed by applicable federal, state or
     local laws.

19.  Complying with Laws, Regulations, Policies and Procedures

     All directors, officers and employees of CNB are expected to understand,
     respect and comply with all of the laws, regulations, policies and
     procedures that apply to them in their respective positions with CNB.
     Employees are responsible for talking with their supervisor to determine
     which laws, regulations and CNB policies apply to their position and what
     training is necessary to understand and comply with them.

20.  Public Company Reporting:

     As a public company, it is of critical importance that CNB Financial
     Services, Inc.'s filings with the Securities and Exchange Commission be
     accurate and timely. Depending upon their position with CNB Financial
     Services, Inc., or CNB Bank, Inc., an employee, officer or director may be
     called upon to provide necessary information to assure that CNB Financial
     Services, Inc.'s public reports are complete, fair and understandable. CNB
     expects employees, officers and directors to take this responsibility very
     seriously and to provide prompt, accurate answers to inquiries related to
     CNB Financial Service, Inc.'s public disclosure requirements.

21.  Financial Statements and Other Records:

     All of CNB's books, records, accounts and financial statements must be
     maintained in reasonable detail, must appropriately reflect CNB's
     transactions and must conform both to applicable legal requirements and to
     CNB's system of internal controls. Unrecorded or "off the books" funds or
     assets should not be maintained unless permitted by applicable law or
     regulation.

     Records should always be retained or destroyed according to CNB's record
     retention policies. In accordance with these policies, in the event of
     litigation or governmental investigation, please consult the President/CEO
     and or EVP/COO.

22.  Reporting Illegal or Unethical Behavior:


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     Employees, officers and directors who suspect or know of violations of this
     Code or illegal or unethical business or workplace conduct by employees,
     officers or directors have an obligation to contact either their supervisor
     or superiors or the appropriate contact of CNB's Audit Committee. If the
     individuals to whom such information is conveyed are not responsive, or if
     there is reason to believe that reporting to such individuals is
     inappropriate in particular cases, then the employee, officer or director
     may contact CNB's external auditors. Such communications will be kept
     confidential to the extent feasible. If concerns or complaints require
     confidentiality, then this confidentiality will be protected to the extent
     feasible, subject to applicable law.

23.  Accounting Complaints:

     CNB's policy is to comply with all applicable financial reporting and
     accounting regulations. All complaints or concerns received from an
     employee of the Corporation regarding internal controls or questionable
     accounting or auditing matters will be reported immediately to the Audit
     Committee Chairperson. All such concerns will be set forth in writing using
     the Employee Complaint Form and forwarded to The Audit Committee
     Chairperson, 348 Miranda Court, Martinsburg, WV 25403. The Audit Committee
     Chairperson will then communicate the complaint/concern to the other Audit
     Committee members. An investigation will be conducted and results
     communicated to the appropriate individuals as directed by the Audit
     Committee.

     The names of bank employees submitting confidential, anonymous concerns
     shall remain anonymous to the extent possible. No employee will be
     penalized or discriminated against by the Corporation or any of its
     employees, contractors, subcontractors or other agents for providing
     information or assisting in investigations involving alleged violations of
     securities laws, SEC regulations or securities fraud.

     The Audit Committee Chairperson will maintain copies of all complaints,
     including any supporting documentation.

24.  Non-Retaliation:

     CNB prohibits retaliation of any kind against individuals who have made
     good faith reports or complaints of violations of this Code or other known
     or suspected illegal or unethical conduct.

25.  Amendment, Modification and Waiver:

     This Code may be amended or modified by the Board of Directors of CNB
     Financial Services, Inc. Waivers will be disclosed to shareholders as
     required by the Securities Exchange Act of 1934, and the rules thereunder.


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